Terms of Service

1. Acceptance of Terms

By accessing the Clearway Advisory marketplace, engaging our consulting services, or submitting a 'List Your Business' intake form, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. The submission of an intake form constitutes an offer to engage our services but does not guarantee a public listing. A formal advisory-client relationship and the public advertisement of any business are strictly contingent upon the execution of a separate, formal Listing Agreement signed by the seller. This creates a legally binding contract regarding the use of this platform and the confidentiality of shared data at the moment of interaction or submission.

2. Clearway's Services

Our Website serves as an online marketplace that connects sellers of businesses to potential buyers of businesses. The information provided on the Website is for our users' internal business purposes only.

We also offer consulting and advisory services (for example implementation, operations, and related engagements), which are separate from the marketplace and, when you engage them, are governed by the applicable service agreement or other written terms between you and Clearway Advisory.

3. Listings

Clearway Advisory confers with potential sellers to ensure the validity of listings on the Website. However, Clearway does not guarantee whether a listing is suitable for any particular buyer, or whether any business listed on the Website will meet a buyer's performance expectations. While we seek accurate information from sellers, Clearway is not responsible for a seller's truthfulness regarding the existence, quality, accuracy, or completeness of any listing on the Website.

If you are a seller, Clearway requires that you provide complete and accurate information about your business. Clearway reserves the right to modify or remove your listing, in its sole discretion, if it believes any of the information is incomplete or inaccurate.

For each listing you provide, you represent and warrant to Clearway that:

• (a) you are the owner of the business, or are otherwise entitled to sell the business;
• (b) you are the owner of all intellectual property rights associated with the business, or the authorized licensee of same;
• (c) the business may be legally transferable to a buyer; and
• (d) any accompanying agreements of the business with third parties are also transferable to the buyer.

4. User Responsibilities

Buying or selling a business requires investigation and due diligence. As a buyer, you are solely responsible for researching any potential purchase. As a seller, you are responsible for ensuring the buyer is in a position to purchase the business.

It is your responsibility to consult with tax and legal counsel before undertaking any purchase or sale of a business.

5. Trademarks

The Clearway Advisory name and all related names, logos, product and service names, designs and slogans are trademarks of Clearway Advisory or its affiliates or licensors. You must not use such marks without the prior written permission of Clearway Advisory.

All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

6. Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service.
• To transmit, or procure the sending of, any advertising or promotional material, including any 'junk mail,' 'chain letter,' 'spam,' or any other similar solicitation.
• To impersonate or attempt to impersonate Clearway Advisory, a Clearway Advisory employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm Clearway Advisory or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real-time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

7. Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

8. Eligibility & Verification

User Requirements: You must be at least 18 years of age and possess the legal authority to enter into binding contracts to use this platform.

Vetting Power: Clearway Advisory reserves the absolute right to refuse any listing, user, or inquiry at our sole discretion. We maintain strict quality standards to protect the integrity of our investor network and may offboard assets that do not meet our operational or financial benchmarks.

9. The Marketplace Rules

Information Accuracy: The Seller is solely responsible for the accuracy of all provided data, including P&Ls, tax returns, and asset descriptions. While Clearway Advisory performs preliminary verification, we do not provide a guarantee of future performance or absolute accuracy of third-party data.

No Professional Advice: Clearway Advisory provides business consulting and brokerage support. Content on this site does not constitute legal, tax, or investment advice. All users are strongly encouraged to consult with their own CPA or Attorney before executing a transaction.

11. Confidentiality & NDAs

Automatic NDA: Accessing restricted data (such as specific business addresses, employee details, or detailed P&Ls) is strictly conditioned upon the execution of a Digital Non-Disclosure Agreement (NDA). Entering into the Digital NDA does not, by itself, guarantee that you will be granted access to any particular restricted materials; whether and to what extent such information is shared remains at the discretion of Clearway Advisory and the seller of the business.

Use of Data: Users agree never to use information found on this platform to compete with listed businesses, solicit their employees, or interfere with existing vendor relationships.

12. Fee Structure & Payments

• Advisory Fees: Consulting services (e.g., EB-5 Implementation, AI Operations Setup) are governed by a separate service agreement.
• Success Fees: Commissions for the sale of a business are defined by individual Listing Agreements signed by the Seller.

13. Intellectual Property

All code, branding, layouts, and the marketplace are the exclusive property of Clearway Advisory. By uploading media (photos/videos) of a business, the Seller grants Clearway Advisory a non-exclusive license to display and market that media on our marketplace. After closing of the sale of that business, the Seller further grants Clearway Advisory the right to use such media as illustrative examples of Clearway Advisory's services (for example in marketing materials, proposals, or a portfolio), subject to any stricter confidentiality terms in the applicable Listing Agreement.

14. Limitation of Liability & Indemnification

Liability: To the fullest extent provided by law, in no event will Clearway Advisory, its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Website, any websites linked to it, any content on the Website or such other websites or any services or items obtained through the Website or such other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

Indemnification: You agree to defend, indemnify, and hold harmless Clearway Advisory, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of, relating to, or in connection with your violation of these Terms of Service or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Website.

15. Governing Law